


Side Effects

by AlphaStryke (Thundrrwoff)



Category: Transformers: Prime
Genre: Aggressive Vehicons, Asphyxiation, Dark Energon, Digit Fragging, Dom/sub Undertones, Drama, Drunk Sex, Explicit Sexual Content, For Science!, Knock Out Is Kind Of A Whore, Lab Sex, Laboratories, M/M, Medical Experimentation, Medical Torture, Rough Sex, Science Experiments, Shameless Smut, Smut, Something Made Them Do It, Sticky Sexual Interfacing, Surprise Motherfragger, Surprises, Tentacles, Threesome, Threesome - M/M/M, Unethical Experimentation, Virus, valve eating
Language: English
Status: In-Progress
Published: 2016-06-22
Updated: 2016-11-06
Packaged: 2018-07-14 07:40:24
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings, Graphic Depictions Of Violence
Chapters: 7
Words: 17,467
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/7160420
Author URL: https://archiveofourown.org/users/Thundrrwoff/pseuds/AlphaStryke
Summary: <blockquote class="userstuff">
              <p>The good doctors aboard the Nemesis have developed a new virus to use against the Autobots, but things don't go quite as planned when the test subjects become aggressive.</p>
            </blockquote>





	1. Phase 1

**Author's Note:**

> I got a little inspired to write this when I heard the song [Side Effects by Imperative Reaction](https://www.youtube.com/watch?v=Jp0znmMlNBA), and it's basically served as the theme song for this since then!
> 
> Loves and hugs!

Shockwave gently grasped a small vial of the sickly Dark Energon. He handled the fragile vial with the utmost precautions. Gingerly setting the vial down, he pulled the cap, swirling royal purple vapors escaping the opening. His large crimson optic prancing back and forth between his unsteady servos and the vial. Taking the forceps in hand, Shockwave snapped a small piece of the Dark Energon off the whole, shakenly placing the fragment into a petri dish. A small hiss of pressure left his frame, at least the easy part was over. The large door to his laboratory swished open, and in stepped his one true Master.

"Lord Megatron. I was not expecting you." A small note of surprise in his normally monotone vocalizer.

"Shockwave, is there any reason as to why you are tinkering with my Dark Energon?" His husky voice laced with malicious intent.

"I am merely trying to procure a new use for the Dark Energon, my Lord." Shockwave keeping his optic on Megatron as he came closer, inspecting what he was trying to accomplish.

"And pray tell, what have you found? Anything of value Shockwave?" Megatron's normally crimson optics flashed the same royal purple as the Dark Energon, their link was immeasurable.

Shockwave moved from his lab table, allowing his Master to further inspect his project. "Nothing of value yet, Lord Megatron. Further experiments are required. I may require test subjects to fully understand the capabilities of the virus I am trying to cultivate." 

"And what would this virus comprise of Shockwave?" The iron-clad leader taking the large chunk of Dark Energon in his servos, feeling the power flow through his frame.

"The virus is much like how you planned to raise the dead back on Cybertron. This time, it will run it's course through the living. Instead of giving them the need to terminate, the virus will rampage through the Autobot body, deteriorating them from the inside out. The virus will destroy them. Further tests are required to insure the success of the virus."

Megatron put the glowing shard back into the vial, his optics returning to their former blood-red state. "Very well Shockwave. I'll send Knock Out with some drones to test on." Taking his leave from Shockwave's laboratory. 

"Illogical, my Lord. Knock Out may be proficient when it comes to Decepticon biology, but he lacks in scientifics." Shockwave's vocalizer expressing mild concern for his project, and his need to work alone.

"Shockwave, I never said he was going to help you in your research. He is merely for fetching. Give him your list." With that, Megatron turned to leave, the door closing behind him. Shockwave turned his helm towards his project, a small hiss of pressure leaving his frame again. All of his time he was alone on Cybertron, only fueled him to desire to be alone. No one there for him, no one to help him with his predacons. His baser instincts told him he needed someone. Even if it was a drone, it was company that he desired. Even if the helper bot was incapable of most duties, just having someone there would make his spark a little less cold. He shook the feeling, returning to his work.

~*~*~*~*~*~*~*~*~*~*~*~*~*~

:::Knock Out, I have a task for you.::: Megatron comm linked to the doctor.

:::Yes, Lord Megatron? How.... how can I... be of service?::: Knock Out struggled through some deep panting.

:::What are you doing Knock Out?::: Megatron stalked through the halls of the Nemesis, making his way back to bridge, hoping Soundwave had unlocked more Iacon coordinates.

:::Merely caught.... in a sticky situation... my liege....:::: Knock Out's panting grew heavier, gentle metal clanging rang in the background noise.

The overlord rolled his optics, huffing at Knock Out's behavior. :::When you are done getting your calipers stretched, report to me on the bridge.::: He cut the comm link to the doctor.

Meanwhile, back in the med bay, long talons traced Knock Out's backstrut, digging through the seams in his plating. Heavy panting mixed with soft engine purrs rolled throughout. A clash of silver and red paint began to run together. The talons crept up to the back of Knock Out's helm, pulling it back, stretching his backstrut. Knock Out, forced to look at the other bot, licked his lips, revving his engine harder. The bot, pulled his spike from his valve, turning the medic around, slipping his spike into his mouth. Without much effort, the spike pulsed in his mouth, spilling thick, silvery cum down his throat. The grounder was an absolute pro, not letting a single drop fall from his mouth. He slid the silvery spike from his mouth, gently licking the tip. A flutter of wings accompanied with an evil smirk spread across the seekers face, looking to the medic in approval. Knock Out gently licked the tip of the seeker's spike, teasing it one last time.

"You know, there's a reason why I'm the Second In Command, right Knock Out?" The seeker's vocalizer purred with wanton appreciation for what he had just given the cherry grounder.

"Oh I'm well aware, Lord Starscream." A smirk grew over the doctor's face, looking up to Starscream.

"Good...." Starscream purred, his cooling fans beginning to start up. "Now, what is it that the almighty Megatron needs?" Pacing around the med bay, pick up various instruments, much to Knock Out's disdain. 

"Well if it was important, I wouldn't have finished you off, you would have been on your own. But, I should probably see what the _almighty_ Megatron wants, Soundwave has probably found another relic and needs me to fetch it." A small hiss of pressure came from the grounder's chassis, trying to muster all of the motivation he needed for this trip.

Knock Out made his way down the Nemesis' hallways, slowly gaining courage to face Lord Megatron. If his memory served him well, he knew the war lord would have some sort of horrible punishment waiting for him. More nicks and scratches in his paint that took cycles to buff out. He shuddered at the thought, putting on a brave face. The doors opened to the bridge, Megatron had his back turned, haunting over Soundwave. A shudder ran down his backstrut, thinking about what he does to poor silent Soundwave. Megatron may be boisterous, but he knew when to keep quiet.

"You rang, Lord Megatron?" Knock Out said coyly, kneeling in front of his Master.

"Shockwave requires your assistance." A shallow murmur escaping his throat.

"Oh? No relic yet?" A small snicker forming around the grounder's words.

Megatron turned towards him, a sneer on his face. "Ahh, I mean, I'm sure Soundwave is getting close to finding one. He is your best after all." The medic cowering, fearing for his paint.

"He is my best. He doesn't play around with the Earthlings, he doesn't defy my orders." Megatron ran his claws up Soundwave's backstrut, as per usual, the communications officer didn't flinch. He silently clicked away at the data table, codes and useless information flashed over the screen. 

"So what does tall, dark, and lonely want with me?" Knock Out rolled his optics, folding his arms.

Lord Megatron ran his claws back down Soundwave's backstrut, slowly between his thighs. Soundwave paused for a nanocycle, looking down at his Lord's servos. An image of the interface panel opening flashed on his visor, looking to Megatron. He shook his helm at the spindly officer. The image disappeared from his visor, returning to his work. Knock Out stood there, a little bit of shock ran through him. He knew Megatron could take whom ever he wanted at any time, but surely there must be a shred of shame and humility in him? To openly touch Soundwave, in front of him and all of the vehicons?

"You were going to tell me what Shockwave needed with me?" A small thread of confusion laced his words.

"Shockwave is working on a very important project, he doesn't need your medical expertise, just someone to fetch his items." The war lord turned away from Soundwave, facing the red medic.

"Why not a drone? Isn't that what they're here for?" Knock Out trying to protest, knowing he had his own project waiting for him back in his med bay.

"Drones are needed for combat against the Autobots. Besides, you might be able to help him in other ways, doctor." Megatron grinned. Something was running through his circuits, something that wasn't exactly pleasant. Knock Out scoffed at the orders, turning to leave the bridge. "Knock Out, you may want to get your calipers reset before you talk with Shockwave." Megatron's husky vocalizer called to him as he left the bridge. Knock Out didn't even bother with a response, just left his Lord in silence. A size comparison between Knock Out and Shockwave flashed onto Soundwave's visor, looking towards his Master. 

"Maybe I should have told Knock Out to loosen his calipers." Megatron laughing. The image left Soundwave's visor and was replaced with an image of his own interface panel opening, keeping it fixated on Megatron. "I do think it's time for a break for you, Soundwave." The slender officer retracted his tentacles into his frame, taking a pause from his work to follow his Master into his quarters. They silently walked down the hallways, Soundwave's pedefalls being drowned out by Megatron's own. The hallway leading to Megatron's quarters grew darker. The lights dimmed until nothing. It wasn't the first time the slender mech was invited to his Master's room, but each time came with it's own challenge. How would his Lord's behavior be this time? Something soft and loving, or would it be rough and meaningless? With how Lord Megatron acted towards Knock Out, it was going to be hard to tell. Silent images of what Megatron was capable of doing flashed over Soundwave's visor, a small reminder that if his Lord so chose to do, he could end him there. Take his aggressions out on Soundwave. Images of the war, images of Megatron in the pits of Kaon. Everything flashed back and forth over his visor. Megatron turned to his officer, the images dispersing off his helm visor. The warlord lead his lissome officer into his quarters, instantly he knew his place.

Soundwave got to his knees, his helm low. Megatron circled around him, stalking and analyzing Soundwave's previous odd behavior on the bridge. "Tell me Soundwave, why so bold? You've never taken the initiative, only accepted what I do to you. Where did this brazen behavior come from? How deep down in your spark do you want me to acknowledge you more than some thing to take my frustrations out on? Tell me Soundwave." His Master's voice was harsh and demanding, Soundwave searched for the right thing to play back, his own voice unable to speak. He slowly raised his helm, looking to Megatron, a tiny image appeared on his visor. Megatron stepped in front of him, leaning to his subordinate, gently grasping the bottom of his helm, pulling it up. Soundwave felt a shudder run down his backstrut, his frame beginning to tremble in embarrassment. The image revealed a spark chamber, the whole of it. Soundwave's own chamber. 

Megatron grinned, "And how long has this been a true desire for you Soundwave?" The image of the chamber disappeared, being replaced by an image of Megatron, at the beginning of the great war. Megatron pulled back, pulling his servos away from Soundwave, letting his helm dip back down towards the floor, the image being erased.

"I'm impressed Soundwave. All this time you've wanted me." Soundwave nodded slowly, not moving his body, keeping his helm low. "Then show me how much you want it." Megatron snapped, opening his arms. Soundwave looked up to Megatron, whom had a fanged smile. Was it worth the risk? The risk of showing his Lord his true desires? How he ached late in the night for him? How his Lord's gentle words of praise made his spark flutter? How his valve dripped in anticipation every time Megatron gently grazed a servo over his dark plating? Dark thoughts of regrets, embarrassment, and desire flooded his circuits. A passing thought of Starscream crept into his mind. A small rage began to boil in his spark. The thought of his Lord always giving Starscream chance after chance. Soundwave kept his visor towards Megatron, whom was growing impatient at Soundwave's stalling. It was time to show his Lord how much he truly desired him.

Soundwave got to his pedes, keeping his helm pointed to Megatron. His tentacles extended, wrapping around Megatron's arms, pinning him against the wall. Megatron's smirk grew, finally seeing Soundwave being the dominate one. Soundwave tapped on Megatron's interface panels with his slim digits. His Master clicked open his panels, within a flash, Soundwave's delicate digits were inside his Master's valve digging for nodes. The war lord tipped his helm back, a breathy sigh seeping from his throat. Soundwave's left tentacle released his Master's arm, pulling his own panels away, his greyish purple spike pressurizing. Thin purple biolights ran up it's length. His free tentacle pushed against Megatron's helm, his other tentacle pulling him down to his knees. Soundwave stepped closer to Megatron, forcing his spike into his Master's mouth. The communications officer tipped his helm back, static filled his visor as his Lord expertly sucked his spike. Soundwave pulled him away, fluids dripping from Megatron's lip plates. Soundwave looked down to his Master, nodding as his tentacles slipped from Megatron, wrapping around his own frame. His tentacles dropped him to his knees, one wrapping around his arms, the other pushing on his backstrut, forcing him to the ground. His aft in the air, exposing his valve. Megatron watched as his officer displayed himself, dripping fluids, the bright purple biolights along his valve pulsed.

His Master ran a servo over his open valve, Megatron's engine humming loudly as his desire grew. "Eager are we, Soundwave?" Megatron purred in his husky voice. The war lord slid a servo into Soundwave, his fluids dripping down onto his palm. Megatron slipped his servo torturously slow in and out of Soundwave's valve, curling his digit inside. Soundwave tightened his grip around his arms, pushing down on his backstrut harder, forcing himself to push his aft higher. Megatron pulled his servo away, licking the slick fluids from his digits, slowly getting to his knees behind the silent officer. A shudder ran through Soundwave as he felt his Master's spike tip brush against his valve entrance. In one fluid motion, his thick spike plunged into Soundwave. A surge of static ran over his visor, feeling his Master's spike deep inside him. It wasn't a sensation he hadn't felt before in the past, but this was different. Megatron paused, feeling the slender officer's valve pulse. The war lord pulled back slightly, ramming his hips against his aft. He pulled back agonizingly slowly, and forcefully plunging back inside. He picked up pace, feeling Soundwave shudder in pleasure with each stroke.

"-Please Master...-" A recording of Starscream played from Soundwave. Megatron's optics flared, a rumbling growl emitted from his vocalizer. Soundwave knew that would be all it would take. Megatron growled, fucking his officer with force. Megatron dug his claws into Soundwave's hips, scratching at the wiring. His tentacles gripped tighter around his arms, his other left his backstrut, now self servicing himself with the gentle tendrils. His Lord fucked him harder, almost on the verge of overload. Soundwave found his rhythm self servicing, achingly overloading onto the floor. Silvery cum dripped from his spike, pooling onto the floor. The tentacle left his spike, working it's way towards Megatron's valve, pushing it's self inside, the tendrils pushing against his Master's nodes. Megatron pulled his helm back, static crossing his optics, his own overload taking over. Pumping Soundwave full of his slick cum, his calipers tightened around his Lord's spike. Transfluids dripped around his spike, mixing with his cum on the floor.

Megatron vented heavily, slowly pulling his spike from Soundwave. He pulled his tentacle from Megatron, releasing his grip around his arms. Small dents lined his arms, not realizing his own grip. Megatron stood up, holding out his hand to help Soundwave. Fluids continued to drip down his thighs. Soundwave looked to the floor, almost ashamed.

He looked to his Lord, "-Master...-" a recording of a vehicon played. Megatron looked to him and vented. "There's nothing to say Soundwave. Make sure you schedule some time with Knock Out to get yourself buffed out." Megatron took his officer to the wash racks, prepping himself to make a visit to Shockwave's lab, making sure Knock Out had done what he was told.


	2. Phase 2

**Notes for the Chapter:**

> I personally don't think there is enough ShockwaveXKnockOut and that's a shame. I know they didn't have much history together, but damn, there needs to be more!

Knock Out made his way back towards his med bay. The thought of what just happened back on the bridge still lingered in his circuits. The door swished open, Knock Out turning around to punch in his override code. He didn't feel like taking any appointments today. The heavy lock on the door clicked tight. Knock Out made his way through the med bay, checking various life scans on the screens, making sure everyone was in top health. He stopped for a moment and looked at Shockwave's scan. A strange fluctuation in his scan caused a small concern in Knock Out.

:::I have pressing matters Lord Starscream. I've shut down the med bay so no one should be bothering you.::: The doctor pinged to Starscream. He cut the link before the seeker had a chance to respond as he left the med bay, locking the door a second time.

Knock Out made haste towards Shockwave's quarters, watching his life scan on a data pad. The signal fluctuated more, deep rivets in his spark scan started to alarm the doctor. He came upon the door quicker than he had thought, almost crashing into it. The door stayed shut, making Knock Out punch in his override code. The door finally opened. The room was dark, save for the small ambient light from the Dark Energon. The air was thick, hot, and stagnant. The familiar smell of some bot's transfluids filled the room. The grounder adjusted his optics, scanning the room for Shockwave. Cooling fans kicked on from one of the lab tables, small hisses of pressure filled his audial receptors. His optics fell onto an... interesting... sight, something he didn't think he would ever see in his life time. There was Shockwave, his canon arm laid on a table, hunched over, steam and condensation rolled off his large frame. Knock Out stood in shock, not knowing what to do with himself. As gorgeous as he was, would Shockwave even accept any services from him? Shockwave paused, swinging his helm towards Knock Out, his expressionless optic grew brighter. Knock Out jumped, dropping the data pad, not knowing what was going to happen. The stare between the two lasted cycles it felt like. Finally, it was surprisingly Shockwave that made the first move. He pulled his hand away, extending it out towards Knock Out, his servos coated in transfluids. Knock Out stood in appall, but the thought of catching Shockwave in the act of self servicing made his circuits spiral, his frame heating up. He stepped closer to the massive scientist, pushing his hand away.

Knock Out wiggled in between Shockwave and the table, eyeing him up and down. His purple biolights burned brightly, running the length of his frame. The medic knew he couldn't let him suffer much longer with an idle self service. Knock Out got to his knees, pushing Shockwave back a little to make room. His helm fins dipped slightly, feeling a stranger's servos on his spike, something uncommon and threatening to him.

"Is this what you want? Something you need, big guy?" Knock Out licked at his lip plates, not sure how far he should push Shockwave.

Shockwave's helm fins pinned flat against his helm in embarrassment as he looked down to the grounder, "Affirmative." was all that was spoken from the towering scientist. Knock Out took that as a cue to begin, slowly running his servos over the length of his massive spike. He ran his thumb over the biolights lining his spike, slowly pulsing with each touch. Unsure of how far he could take Shockwave, Knock Out gently licked at the tip, transfluids starting to bead, mixing with his glossa. It was surprisingly sweet to the taste, a first for Knock Out, usually transfluids being pretty tasteless in his opinion. Shockwave flinched with every lick to the tip of his spike. The doctor slipped the tip into his mouth, the thickness stretching his oral cavity to it's max. Knock Out laid his hands on Shockwave's thighs, lightly digging his talons into the panel seams, feeling Shockwave's frame tremble. Grabbing the back of the doctor's helm, Shockwave pushed his spike deeper into Knock Out's throat, only making it half way down before hitting the back of his intake. Shockwave held him there, feeling Knock Out's glossa run circles around his spike, feeling Knock Out dig his talons deeper into his panel seams. Gripping harder on the medic's helm, he pulled him away, pushing him back down, bobbing his helm along the length. Pressure hissed from his dark frame, slowly building his overload. Knock Out eased his grip on the scientist's thighs, running them up to his valve panel, unclipping it. Transfluids dripped from his valve, Knock Out gently rubbing the slick outside, quietly slipping two talons inside. Shockwave's helm lurched back, his helm fins flaring. Knock Out kept his pace, bobbing his helm on his spike, Shockwave's grip getting tighter around it. The medic expertly working his talons inside the slick valve, brushing the tips of his claws over the ceiling node. His spike began to pulse in Knock Out's mouth, fluids almost pouring out of his valve and down the grounder's arm. Shockwave looked down to the grounder, watching, analyzing, as he expertly worked his spike. Knock Out looked up to Shockwave, his optics glassy and sultry. That was all it took. Shockwave pushed Knock Out's helm towards him, his spike deep down his throat, pulsing hard as his overload took him. His thick cum sliding down the doctor's throat with ease. Fluids gushed from his valve as Knock Out fingered his nodes, coating his hand and down his arm. Knock Out kept his optics on Shockwave, who's helm was tipped as far back as his neck cables would allow. Shockwave released Knock Out's helm, the medic sucking the last drops of cum from his spike, flicking the tip with his glossa. Heavy pressure vented from the scientist's chassis, slowly pulling his helm back down, his crimson optic fixated on the doctor.

"Is that what you needed help with, big guy?" Knock Out still kneeling in front of Shockwave, licking his lip plates.

"Your question is illogical, that is not what I required help with. I sincerely hope that was not the only reason Lord Megatron has sent you here for." Shockwave fixing himself and returning to his lab desk with his instruments.

"Illogical? How could you think that was illogical? You were in need of assistance, and I merely took the best course of action. Surely you enjoyed it... I am the best at what I do. Besides, half the crew isn't even sure if you know what 'facing is." Knock Out trailed behind him, folding his arms, trying to elicit more emotion out of the stoic scientist.

Shockwave turned towards the medic and towered over him. "Unnecessary interfacing is not a common programming between bots. The act alone only elicits unwanted programming errors. There is no logical reasoning behind said act. Interfacing only interferes with more critical matters. There is no logical need." Shockwave brought his frame closer and closer to Knock Out with each passing word. 

"Well, what did you need help with? And please, you surely can't be mad at me because of programming. Like I said, I saw a bot in need, and it is my medical duty to make sure said bot is taken care of, regardless of the situation. You can't deny what happened, you can't deny that you didn't enjoy it. That would be illogical, _Sir_." Knock Out stood his ground, straightening up his chassis, trying to make his smaller self look bigger.

Shockwave pulled back and vented again, deeming it unnecessary to further the argument. His helm fins flicked, either in embarrassment because Knock Out was right about him enjoying what had just happened, or it was in anger of how Knock Out wouldn't let it go. Shockwave was always hard to read, why Lord Megatron loved him so much was beyond the cherry grounder. Shockwave turned back to his research, trying to focus on one thing. Knock Out came beside him, leaning against the table, picking up random vials. "So what are we making?" Knock Out still picking up vials, studying their contents. Shockwave took the vials from his hands and placed them back in their respectful places. "We are not making anything. _I_ am cultivating a new virus to use against the Autobots. The virus will infect them, targeting their mainframes. The virus will slowly creep through their systems, deteriorating them from the inside out. You are here to fetch my items, not to help me with the virus." Shockwave never faltered from his work, taking a vial of Autobot CNA and mixing it with some sickly green substance. Knock Out watched as Shockwave moved smoothly, almost as if he had done this before. Shockwave was smart, almost too smart for his own good. Something was different though. He looked relaxed, moving fluidly as he mixed the concoction together.

Knock Out traced his talons over Shockwave's canon, following his bright biolights up his arm and over his shoulder. Shockwave paused and turned towards Knock Out, his crimson optic turning brighter, his helm fins standing almost upright at the touch. The medic kept eyeing him up and down, tracing the biolights down his chest plate towards his abdomen. He pulled his talons away just above his interface panels. "If you need me for more than just fetching, you know where to find me." Knock Out licking his lip plates one last time, keeping his optics burning on the scientist. His helm fins perked up again at the invitation. "Noted." was all he could say to the medic. A dirty thought of Knock Out strapped to his lab table, taking every experiment he could throw at him crossed his circuits. A shudder ran down his backstrut, but he kept his composure. Knock Out left the lab, once the door was shut behind him, Shockwave let out a hard vent, feeling his valve drip into his panels. His inner calipers clenched at the thought of Knock Out being forced to take various instruments inside his valve, the thought of Knock Out begging him to let him overload. He vented heavily again, trying to regain control over his leaking frame and continue with his work.

~*~*~*~*~*~*~*~*~

Knock Out returned to his med bay, once again, shutting everything down once he was inside. One last check of main vital signs of everyone checked out, Shockwave's in particular. There were small flutters in his spark read out, but Knock Out knew better. He smiled to himself, knowing what a good job he had done. Knock Out made his way to his quarters, finding a vehicon drone in his berth with Starscream. The two were tangled up, the vehicon's leg over Starscream's shoulder, his spike deep in the vehicon's valve. The vehicon noticed Knock Out first, gripping onto Starscream's arm, trying to get him to notice. Knock Out stood there, keeping his optics on the scene. Starscream ceased his thrusting, grinning at Knock Out. His wings fluttered and slowly pushed into the vehicon, a slow pace in and out of the drone.

"Jealous, doctor?" Starscream purred, grabbing onto the vehicon's spike, slowly gliding his hand up and down it's length.

"A little. More because you didn't invite me." Knock Out said coyly, making his way to the berth, grabbing the vehicon's spike.

"What's your tag, drone?" the medic demanding, slightly squeezing on his spike, rubbing his thumb around the tip in circles.

"5-T-3-V-3." was all the drone could muster through Starscream's progressively harder thrusts.

"Cute." was all Knock Out had said before taking his spike in his oral cavity. Vehicon spikes were not the most impressive, but this one was better than most he had encountered. All 5T3V3 could do was tip his helm, the double feeling of a spike inside him and someone on his spike, static crossed his ruby visor and his frame tensed up. Knock Out pulled away from his spike, creeping up and kissing Starscream hard. The seeker continued his hard thrusts, not breaking contact with the medic. Knock Out ran his hands up Starscream's abdomen and chest plates, then back down again, circling his arm around to his backstrut, down his aft and in between his thighs. The doctor slipped two talons inside the seeker's valve, teasing the inner nodes, his thumb gently rubbing his outer node. Starscream jerked his body with every touch to his outer node, thrusting harder into the vehicon.

"Just a little more...." Knock Out purring to no one in particular. He circled his thumb around Starscream's node, still teasing the inside of his valve. The jet's body became rigid, his overload finally taking over. A hard shudder ran through his chassis, his spike pulsing, spilling slick cum into 5T3V3, who own overload was taking place, thick spurts of cum hitting Knock Out's berth, some drops managing to hit the floor. Starscream dropped to his hands, almost crashing onto the drone. The both of them were panting heavily, their fans kicking onto high. Knock Out pulled his hand away from Starscream's valve, licking the fluids away.

"Well that was fun boys." Knock Out said with a smile "Two frags in one day? I didn't expect to have this much fun today." Starscream looked up to the medic with a curious look on his face. "What do you mean by that?" snarled Starscream.

"I paid a visit to Shockwave today, and he was in need of some assistance, so I help him like a good doctor should." Knock Out said matter-of-factly. "I'm not bound to you Starscream." Knock out added fiercely.

Starscream sneered, pulling himself away from 5T3V3, transfluids and cum slipping from his used valve. The vehicon just laid there, static still filling his visor.

"If that's going to be the case then, I'll just go find someone else to share a berth with." Starscream seethed, climbing off the berth and fixing himself.

"Like who? Lord Megatron? You really think that he's going to take you back after everything you've done?" Knock Out crossed his arms, anger flaring in his optics.

"You'd be very surprised at how persuasive I can be towards Megatron." Starscream grinned evilly. A commlink ping came through to Knock Out.

"Speak of the unholy... Here's your chance Starscream. I want to watch you squirm in front of Megatron. Beg him to bring you back. Persuade him to let you share a berth with him." The doctor grinned, grabbing a hold of Starscream and pulled him out of his quarters into the med bay. He opened the med bay doors, leaving them open for the poor vehicon to make his way back to his own ward of the ship. Knock Out pulled Starscream down the hallways, making their way to the bridge to have a little chat with their precious Lord Megatron.


	3. Phase 3

**Notes for the Chapter:**

> Things get a little violent this chapter, so heed my warning
> 
> Oh, and Knock Out has a nervous break down (no pun intended).... don't hate me

"Knock Out please! You don't need to drag me everywhere!" the seeker thrashed, trying to pull his arm away from the medic.

"Clearly you can't do it on your own, my dear, I'm just helping you along." smirked Knock Out, pulling Starscream down the halls towards the bridge.

The pair turned the corner, crashing into their Lord. They perked up their chassis, Starscream's wings falling behind his back. Megatron's face grew in fury, but quickly calmed himself.

"Knock Out, I was just coming to check in on you and Shockwave. I didn't expect you to bring me a present." Megatron sneered at the seeker, whom was trying to shrink himself smaller.

"Shockwave is in good health, I made sure of that. As far as Starscream is concerned, he's here to ask you something very important, my liege." Knock Out smirking at Starscream. The jet growled, knowing full well that karma was here to kick him in his aft. Megatron looked down to Starscream, raising a brow plate, waiting for some sad excuse from the SIC. "Well?" was all he said to the cowering jet.

"I... umm... well you see Master..." Starscream's circuits were racing, trying find something to say that sounded plausible. "Knock Out is keeping me captive in the med bay! I've been there for cycles! He has been torturing me with medical experiments!" Starscream was trying to cling to his Lord, feigning fear of the doctor.

"Oh please Starscream! You couldn't have come up with something better than that?" Knock Out becoming agitated at the lies spilling from Starscream's mouth. "The only torturing I've done to you is plucking those sensitive cables behind your wings! And as I recall, you seemed to enjoy the torture, should I go into detail about how you begged me for more? How you begged me to go deeper? You begged me to tighten your calipers within an inch of their life? How you -" Megatron held his hand up to stop Knock Out.

"Spare me the agony of the details Knock Out. Finish your task, see to it that Shockwave gets what he needs. I'll deal with Starscream from now on. I'll be sure to get the real reason behind why he's trying to crawl back to me." Megatron pulled on Starscream's arm, dragging the seeker back down the hall towards the bridge.

"Oh I'll give Shockwave all he needs, my liege." Knock Out smirked to himself, turning on his heels towards the vehicon's ward of the Nemesis.

::Shockwave dear, how many drones do you request?:: the grounder comm linked to the scientist.

::Bring me two Knock Out.:: was all he said back, cutting the link.

"Rude." Knock Out grumbled, coming up on the vehicon ward.

Two elite seekers stood guard around the door, for what reason was beyond the medic. The pair stiffened their chassis, Knock Out casting them aside with a wave of his arm. He strolled inside the ward, many drones looking up from their various games and chatter towards the medic, but thought nothing of it and returned to their own devices. Knock Out looked around for potential candidates, keeping his helm high and his backstrut straight. A group of seeker drones in a far corner kept their optics on him, watching his every move as the grounder paced around the ward. He came up to a table of grounders, whom were chattering about a missing vehicon, more than likely their comrade 5T3V3 who was no doubtedly still in recharge in the medic's berth. Poor thing.

"I require two of you for a fun experimentation between Shockwave and I, do I have any volunteers, or do I need to just take two of you?" Knock Out sneered, trying to make this easier on himself by throwing fear into the vehicons, forcing them to come willingly. The group of vehicons looked to each other and started laughing. Knock Out was in shock. Anger grew in his spark at how defiant the vehicons were. The medic grabbed a vehicon's arm tightly, turning his arm into his sawblade, cutting against the vehicon's arm. The drone screamed, trying to pull away, the other's sat and watched in horror as Knock Out cut the cables, spilling the vehicon's Energon onto the floor, sparks flying from the blade as it cut through his thin armor. The blade spit the luminescent fluid over the doctor's face, his optics wide paired with an evil grin. The saw chewed it's way through the vehicon's arm, Knock Out determined to cut the whole damn thing off for laughing at his authority. Two drones came up behind him, pulling him away from the poor vehicon. His arm dangled, only connected by a few stray cables, Energon poured from his lines. The vehicon took his limp arm, pulling on it, snapping the remaining cables and threw it to the ground just before Knock Out's pedes. "Fix this!" the vehicon shouted at the medic. Knock Out looked down the chewed up arm, keeping his helm low he raised his optics up to the vehicon. A simple 'no' escaped his vocalizer before he slid his battle mask over his face, rushing towards the vehicon, his saw blade spinning against the vehicon's neck cables. Knock Out pushed his blade against the vehicon's throat, cutting the thin neck cables. The medic forced him to the floor, sitting on his chest, digging into the dark cables. The blade sparked against the armor, flinging Energon against the mad doctor's chest plating. He forced his blade deeper into the drone's neck, chewing through the intake, fully slicing it's way through the whole of the vehicon's neck. Knock Out pulled his blade away, stopping it, and inspected the blade which was covered in the drone's Energon.

The vehicons around him stood horrified at the doctor's actions. Knock Out picked himself up off the decapitated drone, pulling his saw blade away. The door to the vehicon ward slid open, in stepping Soundwave. The vehicons and seekers cleared out as Soundwave calmly came towards Knock Out, his tentacle wrapping around the doctor's waist. The officer pulled him along, taking Knock Out away from the damage he had done. Knock Out didn't say a word as they walked down the hallways, stepping into an empty storage room. Soundwave turned towards the medic, pulling his tentacle away.

"-Report-" a playback of a vehicon came from the silent officer.

Knock Out didn't know what to say. He stood there, the realization of what he had done finally hitting him. What would his Lord say? Would he banish him? Would he terminate him? This wasn't the way he was supposed to act. What would his beloved Breakdown think? Breakdown.... He lowered his helm, optic lubricant dripped down his face. Soundwave cocked his helm, trailing his slender digits up Knock Out's face.

"Knock Out.... is.... sad....?" Soundwave's actual voice finally spoke, his voice unsure of how to string together the words.

The medic looked up towards Soundwave's visor, more optic lubricant streaming down his face. "I need him....." was all he could say.

Soundwave cocked his helm again, a small fizzle of static crossed him, realizing what Knock Out was missing. His mate.... his spark bond.... Breakdown. The grounder covered his face, hiding from the slender mech. Soundwave didn't know what to do. This was all new to him, but he knew the importance of a spark bond. A thought of his Lord Megatron crossed his circuits. The realization that one day the warlord too, would be gone. Soundwave, normally devoid of emotion, pulled Knock Out close to him, wrapping him up in his arms. Soundwave gently petted the doctor's helm, listening to the poor thing sob and quiver in his arms. Soundwave pulled away, Knock Out finally calming down.

"I need to see Shockwave." Knock Out quietly said through his sobs. Soundwave nodded and pinged the scientist to come escort the poor medic back to his laboratory.

"Knock Out... will be.... ok?" the saddened officer said, trailing his slender digits up Knock Out's face again, wiping away the optic lubricant.

All the doctor could do was nod, holding back tears. The storage room door opened, Shockwave taking up most of the door frame. His helm fins dipped, holding his hand out for the medic. Knock Out lumbered towards him, keeping his helm low, hiding his face. "I will see to him." was all Shockwave said, taking Knock Out down the hall towards his laboratory. Soundwave stood in silence, thoughts of how hard it must be for Knock Out to continue without his sparkmate. Soundwave pulled his visor up, gently touching his face, his digits becoming wet. His own optic lubricant. He quickly wiped them away, pulling his visor back down, regaining his composure. He stepped from the storage room, heading back towards the bridge.

~*~*~*~*~*~*~*~*~*~*~

The pair made it back to the laboratory, Knock Out remaining completely silent the whole trip. Shockwave locked up the doors, and headed towards his personal quarters. Knock Out remained behind, the events of the day still playing in his circuits. Shockwave turned back towards Knock Out, eyeing the doctor. "Are you coming, Knock Out?" his vocalizer still the same monotone. No emotion what so ever. Knock Out kept his helm low, slowly making his way towards the scientist. Shockwave took his hand and pulled Knock Out into his quarters, sitting him down on his berth. Knock Out kept his helm low, trying his best not to start crying again. Shockwave sat down next to him, hesitant, but eventually placed his hand carefully on the small of Knock Out's backstrut. He crept his hand up, pulling his frame closer to his, Knock Out's helm resting on his chest plate. Shockwave gently petting the doctor's helm, tears beginning to well up in Knock Out's optics. Shockwave was unsure of how to handle the situation, logic stating that Knock Out was over reacting, having no reason to be this sad over the death of a drone. Soundwave was at least pleasant enough to give him minor details of the situation, but nothing of Breakdown. Some details not being needed.

"The death of one drone is nothing to be upset over." Shockwave finally spoke through the silence.

"I'm not upset over the vehicon." Knock Out trying to hold back his sobs.

"Then what?" Shockwave turning his helm down, his helm fins dipping slightly.

"I miss Breakdown..." tears starting to roll down the medic's face.

Shockwave perked his helm fins, realizing the extent of the situation. Knock Out's meltdown in the vehicon ward wasn't out of random. He suffered. Suffered in silence. Shockwave gripped him harder, pulling him as close to his frame as he could. Knock Out had met his breaking point. His one final push over the edge. Breakdown was no longer here to keep the doctor in check. No one to soothe the doctor in his fits. Knock Out was all alone. The loss of a sparkmate is detrimental to any bot, Con or otherwise. The logic behind his reaction to the vehicon was just. Shockwave ran his hand down the doctor's backstrut, calming him.

"What would help you, Knock Out?" Shockwave's vocalizer laced with concern for the fellow grounder.

"I don't know..." Knock Out hiccupped through his sobs.

"May I distract you, if only for a moment?" Shockwave pulling away from the doctor, gently pushing him down onto the berth. "I may have been formed without an oral cavity, but I assure you, I do know how to _'face_ as you so aptly put it earlier." Shockwave gently running his servos up Knock Out's chest plate to his face, gently rubbing his cheek, lightly grazing his thumb over his bottom lip.

"Please.... I need it...." a breathy moan escaping Knock Out....

**Notes for the Chapter:**

> So when I was writing this, a certain song starting playing, and it just solidified Knock Out's absolute meltdown he so desperately deserved. If the song "Leave Out All The Rest" by Linkin Park doesn't fit Knock Out/Breakdown I don't know what would. Like holy balls, I listened to the song when I worked on this and I absolutely broke down in tears, I know it's a little silly to get this emotional over fictional characters, but damn it, it's sad. I personally think that it's an absolute shame that Knock Out didn't get any time to grieve over Breakdown's death, especially since it was a big impact on the story line, and fucking Arcee got what, all three seasons to grieve and bring it up? I'm sorry if I'm getting a little erratic about it, but seriously? I personally think it's appropriate for Knock Out to have a meltdown of such caliber. But anyway, I'm sorry this was such a downer of a chapter, it'll get better, thanks for sticking with me through this sad chapter.
> 
> Loves and hugs everyone! Don't cry too hard T_T


	4. Phase 4

**Notes for the Chapter:**

> I like the thought of Knock Out attaching himself to Shockwave, so there's that now. I'm gonna do the thing and no one can stop me! *laughs evily* .... ahem.... anyway, on with the sticky!!
> 
> S/N:: Sorry this took so long to update, I had a rash of family vacations mixed with work issues that made me travel half way across the state without my computer! Regardless, here is Phase 4 and shit is starting to go down!

"This is what will logically help you, Knock Out?" Shockwave slid his thumb into Knock Out's mouth, gently rolling his glossa around. Shockwave dipped his helm fins, pressure slowly leaving his frame. Watching Knock Out suck on him was almost enough to push him over the edge. Illogical. Overloading over something so simple was out of the question. 

"This will help you?" Shockwave said again, trying to distract himself. Knock Out just nodded, moaning slightly as he began sucking harder. Shockwave shuddered, pulling his thumb away from Knock Out's mouth, rubbing it over his bottom lip again. He ran his hand down Knock Out's chassis, slowly trailing his fingers down his abdomen. He reached the doctor's interface panels, sliding them away. Shockwave trailed his digits around Knock Out's valve, lubricant slowly leaking. A slow push of his digits inside the medic made his backstrut rise, a shallow moan escaping him. "Is this something you want?" Shockwave slowly pushing his digits inside the slippery valve, curling them against Knock Out's nodes. Knock Out let out a breathy 'yes' as Shockwave moved his digits agonizingly slow inside his dripping valve. The scientist removed his fingers, rubbing the outer node in small circles. Knock Out shuddered, his engine a shallow rumble. Shockwave pulled his hand away, and stepped away from the berth, his cooling fans kicking on. Knock Out remained on the berth, shivering in anticipation.

"Come here, Knock Out. Crawl to me." Shockwave patted at his thigh, like he was calling a simple critter towards him. 

Knock Out climbed off the berth, crawling towards Shockwave on his hands and knee joints, keeping his optics pointed towards the giant standing in front of him. He sat on his heels in front of Shockwave, awaiting more commands. Shockwave pulled his interface panels away, his massive spike slowly pressurizing in his hand. "You know what to do. Show me again how good you are. Let your thoughts go. Do as I say Knock Out, you answer to me now." Knock Out took his cue, taking Shockwave's spike in his servos, gently lapping at the head with his glossa. Shockwave's helm fins dipped, small hisses of pressure leaving his frame. The medic slipped the whole of the head into his oral cavity, stuffing as much of Shockwave's spike into his mouth as he could. Shockwave looked down to the fellow grounder, his optic burning. "Play with yourself. I want to see those servos coated. I want to see how much you need this distraction." Shockwave growled, his vocalizer stern and demanding. Knock Out did as he was told and began to slowly slide his digits into his valve. Whimpers and purrs from the medic grew louder, only to be muffled by the massive spike in his mouth.

"Look at you. Mewling like a gutter cat. You like this attention don't you?" Shockwave picked his words carefully, analyzing everything he was saying. He knew enough of Knock Out's behavior to properly judge what words he should say to him, even in his fragile state. Knock Out kept his pace, his servos deep in his valve, Shockwave's spike deep down his intake. Knock Out locked optics with Shockwave, pulling his spike from his oral cavity. A little grin formed over the medic's mouth. "Show me how much you want this distraction." Shockwave purred as he stroked his spike in front of Knock Out's face. The grounder did as such, pulling his digits away from his valve, transfluids dripping down his hand, presenting his wet hand to his new Master. Shockwave nodded, his helm fins pinned back. "Good, now back on the berth." His hand left his pulsing spike, pointing towards the berth. Knock Out smirked and began to crawl back to the scientist's berth, teasingly shaking his aft along the way. Shockwave came up behind Knock Out, giving his aft a firm slap, prompting a yelp from the doctor. Shockwave ran his thick digits around the dripping outer valve mesh, teasing the medic's outer node. Stiff shivers ran through Knock Out's backstrut, weak whimpers of need escaping his throat. "Please.... please Shockwave..... I need this...." Knock Out's panting starting to become heavier the longer the scientist teased his throbbing valve.

"This will help you in the most logical way?" Shockwave purred, still teasing Knock Out's throbbing valve.

"Just frag me already!" Knock Out practically screamed. "I need this!" he panted.

"Very well...." Shockwave hooked his canon underneath the medic, steadying himself as he plunged his massive spike deep into Knock Out's valve with one stroke. A soundless gasp came from Knock Out, his optics surging with static. Shockwave paused once deep inside the medic's tight valve. Steady pulses from the calipers dwindled, Knock Out finally relaxing around the massive girth of Shockwave's spike. Knock Out's whole chassis shivered, feeling the giant mech pull away from him slowly, only to gingerly push back inside. It was a slow and torturous pace, which was starting to cause a small flicker of agitation in the cherry grounder. He knew he needed this, something to take his mind off of the day's event. Shockwave kept up his slow pace, Knock Out wanting to just pull away and show him how to really interface. The slow, teasing agony stopped. Shockwave leaned over Knock Out's backstrut, wrapping his hand around his mouth. "Are you teased enough?" the purple mech almost whispered in his audial. All Knock Out could do was nod pleadingly. With that, Shockwave pulled back from him, keeping his servos tight around his mouth, and rammed his hips into the medic's aft. The violet mech's slow pace turned furious, driving every inch of his spike deep into the doctor's valve. Muffled cries only seemed to make Shockwave slam harder into him. He slipped a servo into Knock Out's mouth, running it over his glossa, tipping his helm back at the warm sucking to his digit. He pulled his hand way, deep panting mixed with pleasured moans slipping past the doctor's lips only made Shockwave concentrate harder. He could feel Knock Out's calipers clenching around him, his own overload ready to be released. Just hold out a little more. 

~*~*~*~*~*~*~*~*~*~*~*~

Static danced around the video feed on Megatron's screens. His optics burned into the screen as the events folded out in front of him. The event in the vehicon ward. The event in the storage room. The event playing in Shockwave's quarters at the very moment. His claws curled around the arm of his chair, huffing as he shut his optics. Soundwave came up behind his Master, silently fighting with himself on whether or not he should try and console the warlord.

"I've seen enough Soundwave." a shallow rumble vibrated the warlord's chassis. Getting up from his chair, and turning to his TIC, whom just cocked his helm then looked to the floor, feeling the burden of having to show his Lord what was happening aboard his own warship. 

"Make sure to check on the pet in my absence." with that, he left Soundwave to his own devices in Megatron's personal quarters. Soundwave silently traveled across the room to a small side room which served as a temporary housing for Megatron's new pet. The door slid open, revealing a small nest of bedding in one corner, a small stash of Energon cubes in the other, and perched up in the window sill, sat Starscream. The stasis chains around his ankle rattled together as he shifted around to run his optics up and down Soundwave's lithe frame.

"Ahh, Soundwave. I'm pleased to see you, I was becoming rather bored in this.... this cell, if you must." he purred as he climbed from his perch, the chain attached to the wall pulled on his leg, stopping him a few meters from the door. Just out of reach from the tips of his claws. 

"-Check on the pet-" Megatron's voice played from Soundwave, still silently standing, his visor not leaving Starscream.

"Is that so? Well as you can see, Megatron hasn't broken me yet. Although I have become rather listless being held captive in this room. I need to stretch my wings Soundwave." a sneer playing over the seeker's face, his engine starting to rumble. "Do you know how degrading it is to be in this room? What exactly does our _Lord_ have planned for me in those twisted circuits of his?" Starscream pulling on the chains, trying to get as close to the officer as he could, his wings standing on end, almost scraping the ceiling.

"-Being held captive! Medical experiments!-" Starscream's own voice played back from Soundwave.

"Starscream... untrue...." Soundwave's own voice stirred from him.

The seeker's wings dipped a little, knowing that karma was back in full force. "So Megatron is teaching me some sort of lesson then? Fine, if this is the game he wants to play, then lets play this game." a dastardly grin playing on the jet's face. Soundwave simply nodded his helm and shut the door behind him, leaving Starscream alone once again. A simple comm link ping was sent to his Master, as he left Megatron's quarters towards the bridge to continue more of his work.

~*~*~*~*~*~*~*~*~*~*~*~*~*~

Megatron stalked down the hallways, his pedefalls echoing throughout. A cluster of Insecticons parted way, chittering amongst themselves as they passed by. Continuing down the hallways towards Shockwave's laboratory, the warlord overrode the door key, letting himself in. He crept around the laboratory, inspecting the haphazardly discarded remains of Shockwave's _virus_. His audials picked up the metal clanging, grunts and moans he expected after Soundwave played him a live feed. Things where going to be changing aboard his ship. Everyone was becoming unruly and needed to be put back in their place. Lord Megatron's features became dark, the blood of Unicron began pumping through his fuel lines. All he had to do was wait for the right moment, the very moment his prized scientist and CMO stepped out of that room. A comm link ping came to him, ignoring the signal from Soundwave, who no doubtly had information in regards to Starscream. He can wait. The lack of a virus was a more pressing concern for the darkened warlord. All he had to do was wait, and bide his time.


	5. Phase 5

**Notes for the Chapter:**

> Thanks for all the hits, comments, and kudo's ya'll!! It means the world to me!
> 
> S/N:: I faked my way through Knock Out's past, based off a headcannon I saw on Tumblr, and for the life of me I can't remember who posted it, but anyway, it delves into the MTMTE verse just a little, so I'm sorry if there is any confusion
> 
> SS/N: I faked a little bit of why Soundwave has a different frame, I thought it sounded pretty good, I might dive deeper into it in later chapters, but not sure yet, we'll see, just enjoy the show for the time being
> 
> Loves and hugs!

Megatron clicked the tips of his claws against the lab table, waiting. Waiting for his soldiers to emerge from their 'business'. He knew details of why their meeting was taking place. Shockwave trying to help Knock Out with his problems. But now was not the time for such emotions. The Autobots had the upper hand in every situation, and this virus was going to be the key to the Decepticon's much needed victory. No status reports had been given to Megatron, nothing to fully calibrate on how close the virus was to becoming their greatest biological weapon. And nothing was worse to Megatron than waiting and no results. Even a thorough beating from Optimus Prime himself paled in comparison to how much the lack of a new weapon infuriated the warlord. The 'meeting' between Knock Out and Shockwave had ended, precious time was wasted, waiting for one of them to come out. A split second before Megatron had exhausted his time and decided to walk away, the door to Shockwave's quarters slid open, the towering scientist stepping forward. Panic ran through Shockwave's processor when he noticed his Lord, the sound of a crushed vial rang in his audials.

"Lord Megatron...." Shockwave trying to remain calm in his overly panicked state. "I was not expecting you. The virus is in cultivation. Only a few more cycles-"

The warlord cut him off with a shut of his optics, and a hand raised, dropping the crushed vial glass to the floor. "I do not wish to hear your _logic_ behind why the virus isn't ready yet. I'm here to find out why my _Chief_ Medical Officer is there in your berth and not in his medical bay, taking care of the vehicon _**he**_ destroyed!" his optics flared, shining with the blood of Unicron.

Shockwave didn't know what to say. His panic had taken over his processors and his frame began to tremble. All logic and reasoning had escaped him. Knock Out stepped from the room, coming between Megatron and Shockwave. "If I must my liege, none of this was Shockwave's idea. As far as the vehicon is concerned, he has already been taken to the medical ward. Preparations have been made for surgery and he should be just fine in a few cycles. Shockwave was in need of assistance so I made sure he was in good health. Nothing to worry about my liege." Shockwave looked down to Knock Out, knowing that everything he said was a full lie and there was no reasonable way Lord Megatron was going to believe him. 

"Do you forget that Soundwave has this ship on lockdown and that nothing gets passed him? Do you forget that I can see everything that is happening?" Megatron huffed, trying to calm himself. "Everything you said to me is a lie, you left the drone in the vehicon ward, you had your 'moment' with Soundwave in the storage room, Shockwave came to your rescue and you threw yourself at him! I know everything that goes on in this ship! And I will not have unruly Decepticons interfacing when there is work to be done!" Megatron's anger was in full force as he swept his arm across a table, taking out vials and petri dishes of precious work. Knock Out winced at sound of shattering glass, fluids and Dark Energon spilling onto the floor. Shockwave stood in silence, not moving a single piston.

"I want something done by the end of the next solar cycle. That is an order!" Megatron left the lab, taking out another table as he walked by.

The grounders stood in silence. Knock Out turned to Shockwave, who's helm was low and fins pinned back. No one else would have guessed it by looking at Shockwave's optic, but Knock Out knew that look. The look of defeat. The look of betrayal. The look of wanting to give up. Knock Out got to the ground, picking up the pieces of shattered glass, Shockwave still not moving. "It'll be fine big guy. Nothing but a little mess." The medic tried to lighten his spirits. Shockwave turned away, not wanting to see the destroyed remains of his work. "We'll just have to start over again. It's not a big deal." the medic tried his best to reassure Shockwave.

"Knock Out, when Lord Megatron assigned you to helping me, what was he planning? How did he think you were going to help?" Shockwave finally spoke up. The horrible defeat still running through his circuits.

"Well, to be fair..." the medic getting up from the ground, "I wasn't exactly happy that Megatron assigned me to help you. I had my own project I was working on in the med bay, a particular seeker with an authority complex, but, he was taken away from me before I could really do anything with him. Megatron told me that all you need from me was to fetch items, I wasn't supposed to actually _help_ you in any way. But I think that was more your idea than his." Knock Out kept his helm low. "You know, I try to be a good medic, the war hasn't exactly helped much. Being on the front lines, I always had someone helping me, not the other way around. It had become just to much to handle. The number of patients I couldn't save. The energy I poured into being a perfect combat medic. I couldn't handle it. I finally had enough of being a combat medic. I pulled back, taking Breakdown with me and we started our own. It was like the Institutions, except we didn't harvest any organs. Mostly installing new parts, even doing spark swaps once and a while. I became better at doing 'cosmetic' surgeries more than actually saving lives. Breakdown and I made a niche for ourselves. The money was good, and my reputation took me all the way to the Senate. I was granted amnesty from being thrown back into combat, and was exclusively working for the Senate. Then everything stopped. Everything was taken away from us. No one had told me what had happened, but Breakdown and I were forced to go elsewhere. We tried going to Delphi, helping Pharma out with his clinics, but that was a waste of time, we should have known better. We had no where to go, then we got a call from Starscream, telling us that Megatron was back and needed our help. And now we're here. Well, I am at least...." All Knock Out could do was try and smile, tears forming in his optics once again.

"I guess that didn't really answer anything did it?" Knock Out quipped, finally snapping out of his trance. "Megatron may not think highly of me, but I did save him after all, and as a bonus, he's never looked better." he said, feigning a laugh. Shockwave didn't know what to say. Hearing the medic struggle through his life, everything he held precious being taken away from him. It was amazing to Shockwave that Knock Out hadn't offlined himself. Something kept the medic going. Breakdown was that thing, and now, he was gone. Knock Out truly had nothing left to live for. Shockwave didn't know how to handle the situation. His logic and reasoning hadn't returned, just unfamiliar emotions ran through his circuits. Sadness, empathy, loneliness. A light touch to his canon arm made him jump back into reality.

"Let's get this thing finished before 'Big M' comes back." the doctor smiling up at Shockwave.

"Affirmative." was all Shockwave could say to him.

~*~*~*~*~*~*~*~*~*~*~

Starscream paced around his tiny room. Trying to bend different ways to alleviate the pain growing in his joints. The prisoned seeker vented, settling down on the floor and cover himself up in the blanket. He looked out the window, storm clouds were starting to billow around the ship. A low rumble of thunder rattled the thick window pane, accompanied by a flash of lightning. His wings dipped low, a wave of defeat running through him. No one had come to see him since Soundwave's visit, and even than, that felt like 100 solar cycles had passed. Starscream's boredom was growing. Nothing to keep him occupied, nothing to keep him entertained. His circuits wondered, plans and schemes to get back at Megatron, schemes to get himself out of this room, thoughts of when he would be able to visit a wash rack, thoughts clouding his processor. The sound of the air lock on the door to Megatron's quarters pulled Starscream from his thoughts. He shifted around, as quietly as possible towards the door, hearing heavy pedefalls and muffled speech. It' was definitely Megatron's voice he heard, but who was he talking to? Then it hit him, Soundwave. It was always Soundwave. The jet's engine rumbled, knowing that Soundwave was playing back what was said when they last spoke. Then it became quiet. Almost deathly quiet. Starscream pulled himself closer to the door, trying to muffle the chain around his ankle with the blanket. A burst of static cut through the silence. A screech of claw tips dragging across armor came next. Muffled moans and armor clanging together started up, picking up pace. Starscream's jaw dropped. He couldn't believe what he was hearing. Megatron and Soundwave interfacing. He pulled back from the door, getting tangled up in the blanket and chains, causing more of a ruckus than he had planned. The moaning and metal clashing stopped. Soundwave, more than likely, picked up on Starscream's sloppy attempt at keeping quiet. The jet's frame trembled, hoping they wouldn't think anything of it and continue their 'activity'. The door to Starscream's cell opened, there standing Megatron, in his full glory, looked down to the cowering seeker.

"Starscream, why aren't you in recharge? Did I wake you?" Megatron grinning, baring his sharpened dentae.

"No, Lord Megatron...." the jet's processor running at full speed. "In fact, I was quite curious as to what was going on." a slick smile on his face as he ran his crimson optics up and down his Master's frame.

"Is that so? And why would you be curious about what's happening? Surely you know how interfacing works, or do I have to call your doctor friend and teach you?" his words slurred slightly, and trying his best to stand up straight. He got himself into the high grade. Megatron's processor wasn't fully working to see what Starscream was planning.

Starscream got to his hands and knee joints, crawling as close to Megatron as he could. "I would prefer it if you taught me Master." his vocalizer purring, licking his lip. He held up his hand, curling his digit in a come hither motion towards his Master. "But, you'll have to let me go, _Sir_ , if you want to teach me." looking back at the chain attached to the wall. Megatron leaned back from the doorway, calling to Soundwave. The silent officer retrieved a small key from his subspace, unlocking the chain from around Starscream's ankle. A small freedom for the time being. Starscream tried to pull himself up off the floor, but was pushed back down with a swift move from Soundwave's tentacle. Megatron's engine revved at the sight. Soundwave being dominate over Starscream. Something that was uncommon, and he wanted more. Megatron needed more of it. Soundwave picked up on Megatron's engine shift, knowing what he had to do to get closer to his Master. Soundwave wrapped a tentacle around Starscream's neck, pulling him out of his cell, leading him to Megatron's room. A deep growl from Megatron prompted Soundwave to pull out his other tentacle, wrapping it around the jet's waist. Soundwave effortlessly picked him up, holding him in the air, the other tentacle wrapping around the seeker's legs and arms, hog tying him so their Lord could properly look at him. Starscream didn't put up a fight, his processor was to busy trying to hatch a plan to get the better of Megatron.

Megatron came up behind Starscream, dragging the tips of his claws up Starscream's thighs, wrapping around his hips and pulling him closer. Soundwave reached up, pulling Starscream's interface panels away, revealing the jet's slick valve. Megatron pulled the jet closer, licking around his dripping valve. Starscream purred, feeling Megatron's hot glossa lick up and down between the sticky folds. The purring turned into moans as Megatron's glossa found it's way inside Starscream, licking at sensitive node clusters. The jet's frame trembled, feeling the tips of his Master's claws dig into his hip plating, scratching at wires and cables. Soundwave's frame heated, watching his Master lick his SIC's valve clean. Tension grew under his interface panel, his spike wanting attention from the warlord. He knew his place in the hierarchy, Starscream would be used up first, and if Megatron had anything left in him, Soundwave would be next. Despite what Starscream wanted to think, Soundwave had more control over the ship and their Master. Soundwave was going to be first this time, finally putting Starscream in his place. Soundwave pulled Starscream away from Megatron, using a free hand to pull away his own interface panel. The TIC's spike came free and forced into Starscream's mouth. Taken back by the sudden shift in power, Megatron revved up in anger, but was quickly put back into place as Soundwave looked to his Master, pointing to the floor. "Megatron.... down...." he commanded, not out of anger, not out of spite, but out of knowing what was best for their Master. If Megatron, in his current state, was left alone with Starscream, it was entirely plausible that Megatron would offline the seeker. Soundwave knew what was best, and how to play it to his advantage. Soundwave would finally come before Starscream. The lithe officer looked down to the jet, whom was still licking and sucking on his spike. Soundwave turned his frame, showing the warlord the seeker's open valve, slowly trailing his slender digits up Starscream's thigh, making their way up to the sticky valve, slowly sliding their way in. Megatron's frame heated, his cooling fans at high, trying to keep his processor following what was unfolding in front of him. It was almost too much for the warbird, watching his two officers become unhinged in front of him. His sharp claws wrapped around his throbbing spike, slowly gliding his hand up and down the length, trying to savor the feeling. Soundwave's hips twitched as Starscream hit a sensitive node sensor with his dentae, causing his tentacle to constrict tighter around his waist. A strangled gasp came from Starscream, his inner tanks and cogs being almost crushed. A deep growl came from the warlord, watching as the air was being squeezed out of his SIC. Soundwave picked up the change in Megatron, oh if only Soundwave could smile, a sinful grin would have spread across his face.

"-Megatron-//-likes-//-That!?-" various vehicon recordings played, Soundwave looking down to their Master.

Another deep growl came from the warlord, his hand on his spike picking up a little bit of pace. "You know what I like, Soundwave. Give me what I want."

Soundwave nodded at his Lord, dropping Starscream to the floor and wrapping a tentacle around his intake. A small squeeze at first as Soundwave stood menacingly over Starscream, and then a second, harder squeeze. The dark officer got to his knee joints between Starscream's legs, trailing his slender digits up the seeker's thighs, forcefully shoving his digits into the leaking valve. The jet's helm threw back, reeling at the forced entry to his valve. Soundwave tightened his squeeze on Starscream's intake, his optics rolling back as he gasped for air. Megatron still sat, the pace on his spike growing faster, transfluids dripped from the tip of his spike and valve onto the floor. Soundwave loosened his grip around the jet's intake, looking back to his Lord. 

"-Megatron-//-wants his-//-pet?-" a mix of vehicon recordings played.

"Put him on the berth, Soundwave." Megatron grinned, getting up from the floor. Soundwave did as he was told, dragging Starscream to Megatron's berth.

"On top of Starscream. I want you two to suck each other's spikes." Megatron demanded.

Soundwave looked to his Master, unsure of his orders. Megatron just glared, the high grade starting to wear off. Soundwave didn't know how to respond to the idea. How was he supposed to handle Starscream? His oral cavity was sealed during the war, captured by the Autobots and melted down to protoflesh. His old frame was gone, his new, more lithe frame was much to his liking. Soundwave's history was pushed aside in his processor, and climbed on top of Starscream, sliding his spike into the jet's oral cavity without warning. The jet choked on the intrusive, slender spike, finally relaxing after realizing that it wasn't going anywhere. Static cut through Soundwave's processor as Starscream rolled his glossa, sucking down drips of lubricant. Megatron revved at the sight, coming up behind Soundwave and grabbing his hips. He licked at his TIC's open valve, pushing his glossa inside. A hard shudder ran down Soundwave's backstrut making him buck his hips, unintentionally forcing his spike deeper into Starscream's intake. Megatron pulled away from his officer's valve, standing himself upright, the tip of his spike brushing against Soundwave's slick valve, waiting. Waiting for Megatron to push inside him. The anticipation was thick. The warlord slowly sunk his spike into Soundwave's valve, his calipers clenching down, the valve mesh straining at the girth of his Master's spike. A deep seated moan escaped their Lord, the tips of his claws digging in between Soundwave's hip plating. Starscream was at the mercy of the two on top of him. Soundwave's tentacle extended, burrowing into the jet's valve, the little tendrils extending inside and latched onto node clusters, sending little volts of pleasure through them. The jet's hips jerked with each jolt, his moans and whimpers being suffocated by Soundwave's spike.

"-harder-//-Megatron!//-" Starscream's voice played first, followed by the Prime's voice

The warlord's optics flared, his engine revving. Soundwave gave him what he wanted. Seeing Starscream put into his place, the Prime's voice, all mixed with a little high grade created a perfect storm for the warbird. The thrusts into Soundwave's valve became relentless. Silver hips mashed with the midnight blue aft, lubricant dripping to the jet's face, mixing with the fluids from the officer's spike. Soundwave was the first to unravel under his Master. His frame became stiff, his spike pulsing as thick cum shot down Starscream's intake, static filled his visor as one last jolt surged through his tentacle and into the jet's valve. Starscream's calipers clenched and rippled through his overload, his hips bucking and rutting against Soundwave's tentacle. Seeing his officers convulse under him sent Megatron into a processor stopping overload. The warlord's cum filled his TIC just short of bursting. Their Master slid his spike from Soundwave, cum and lubricate dripping in thick lines as they fell to Starscream's face. Soundwave retracted his tentacle from the jet's spent valve with a slick pop, lubricant soaking the berth under his aft. The officer rolled to his back, his cooling fans kicking onto high, static still filling his visor.

Soundwave was done.

Starscream was done.

Megatron was done.

Silence filled the room, only to be drowned out by the redlining cooling fans. Laserbeak ejected himself from Soundwave, trilling around the room, running basic scans of everyone. Very basic scans. Reports recorded that his Master's internal temperature was in critical danger. Another scan of Megatron repeating the results, as with Starscream. His Master was in trouble, and the only one aboard the ship who could help was Knock Out. Laserbeak purged through internal data, finding a rough scan of Knock Out's details, height, alignment, coloration, rank. With basic information of the doctor set as priority, the little drone set off to find the doctor.

**Notes for the Chapter:**

> Bonus round: if ya'll find any spelling, grammatical, or pacing errors, don't hesitate to tell me! As a Virgo and an INTJ, perfection is key to me, I spend a lot of time reading each chapter/story in hopes of finding something that doesn't make sense or what have you, but alas, I am human and I might miss something occasionally, it happens. That being said, any feedback is welcome! I would love to hear how people are receiving my story, it's becoming a labor of love and not just a one-shot that I had originally planned.
> 
> I do hope that you guys are enjoying it!
> 
> Loves and hugs ya'll!!


	6. Phase 6

**Notes for the Chapter:**

> Laserbeak is such a cute little bird and no one can convince me otherwise. I also think that Laserbeak would have basic processing power, such as following orders, knowing when to eat, and have basic scanning capabilities, as far as the Primeverse is considered. Thus, he doesn't understand that Soundwave was in a sticky threesome and was just exhausted and overheated from the actions.... poor little birb

Laserbeak trilled about the ship, frantically searching for the medic. His Master was in critical danger, Megatron was in danger, and to a lesser concern, Starscream. Laserbeak's first stop was the medical ward, but no Knock Out. His next stop was the bridge, nothing, the vehicons didn't even know where the medic was located. Shockwave's laboratories. Laserbeak had seen surveillance footage of Knock Out being in there earlier with Shockwave, it was possible that he was still there. The little drone set off in the opposite direction, down the darkening hallways to the lab. Finally reaching the lab doors, Laserbeak sent out a single tentacle, keying in the door code. The door slid open, revealing Shockwave's lab. Laserbeak scanned over the area, looking to the doctor's heat signature. Nothing had shown up. The ever loyal drone trilled about the room, his scanner on full alert for the doctor.

Shockwave stepped from a back storage room, his hand full of vials. "Laserbeak. Good to see you." the scientist extended his canon arm, holding it out like a perch for the little mech. The warm welcome threw off the drone, nothing in his database had noted Shockwave being a positive mech. Laserbeak settle himself on the canon, chirping excitedly as he extended his tentacle, latching onto the back of Shockwave's helm. A video loop filled Shockwave's optic, showing Megatron, Soundwave, and Starscream post-interface and the basic scan of their internal temperatures. Laserbeak disconnected from Shockwave, pulling his tentacle back inside himself and trilled around Shockwave frantically. The scientist set down the vials on a nearby table, commlinking the doctor.

::Knock Out, there is someone here who needs you.:: his vocalizer never faltering from his normal monotone.

Knock Out came from Shockwave's berth-room, stretching out his backstrut. "It better not be the vehicons, I already told them there was nothing I could do about the one I destroyed." He looked up to frantic chirping sounds, a smile playing on his face. "Oh dear Laserbeak! What brings us the pleasure?" Knock Out extending his arm the same way that Shockwave had done earlier. Laserbeak settled on the speeder's arm, clipping into the back of his helm, showing him the same video loop and scans. The little drone pulled away, trilling behind Knock Out, pressing against his back to get him moving, his Master was in danger and they needed to act fast. Laserbeak pushed him towards the door, hoping he wasn't too late to save his Master from internal meltdown. "I guess I'm going to save some bots today, I'll be back!" Knock Out called to Shockwave as he was pushed through the doorway.

Shockwave vented and shook his helm, pinning his fins back. _"Poor Laserbeak, not understanding the interfacing programs in bots. Unnecessary programs. Nothing useful about them."_ he thought to himself, the replay of his own interfacing with Knock Out crept up in his processor. As Shockwave saw it, interfacing was just something that got in the way of learning something new. New formulas to perfect. New codes to break. There was always something new to learn. Emotions got in the way as well. Becoming overly aggressive. Becoming overly saddened. Becoming overly attached. Emotions were not needed. They clouded the processor with doubt. Shockwave shook his helm again, clearing his processor of the strange thoughts that began to over take him. He returned to his work, clicking away at the data screens, pulling formulas and outcomes for every possible way this virus could go wrong. One miscalculation could yield disastrous results. With a positive yield, everything would belong to the Decepticons, Shockwave would be put back in his place of power, the power he had while seated in the Senate. He could finally dispose of Starscream, get rid of him forever, becoming Megatron's second in command. His one goal in his life, becoming so close to his Lord Megatron. Overseeing the course of the Decepticon Cause. Autobot's on their knees, begging, begging to be spared. Cybertron belonging to the Decepticons. The only next logical step would be to take over the universe with Lord Megatron ruling with an iron fist. The virus could be retro-fitted for all life forms that were deemed obsolete. It all would start with a simple virus.

A warning ping came from the console, pulling Shockwave from his thoughts. He needed to focus. The formula was wrong. All of it was wrong. Frustration grew inside his spark. There was something missing. He had the proper Autobot CNA, the proper coding for the virus, but the link between the two was missing. Shockwave slammed his fist into the table, the frustration of not knowing the answer was beginning to rattle through his spark. Perhaps if he tried a different route. Decepticon CNA. Just out of curiosity. Shockwave pulled out a vial of D-CNA, injecting the virus code into the vial. The chemical reaction between the two was perfect. The virus linked up the D-CNA, the vial pulsed a sickly green color. The readout on the console confirmed his tests. But why? Why did it work with the D-CNA and not the A-CNA? Shockwave vented, filling an injector with the virus, it was time for a field test of his virus. Shockwave left his lab, heading to the vehicon ward to do what Knock Out couldn't.

~*~*~*~*~*~*~*~*~*~

"What is the rush Laserbeak? I'm sure everyone is just fine." Knock Out raced along with Laserbeak, following him to Megatron's quarters.

Knock Out pulled out of vehicle mode, stopping just short of Megatron's grandiose quarters. The door opened with a hiss, allowing the medic to come in unannounced. Laserbeak trilled about, chirping loudly at Knock Out, who just stood in awe. Seeing his Lord's quarters for the first time, it was just as extravagant as he had expected. A large living area, complete with plush chairs in one corner, a personal wash rack, extra storage rooms, command console, the whole works. Laserbeak swung around, pushing Knock Out towards Megatron's berth-room, urging him to fix his Master.

"Easy on the finish Laserbeak!" Knock Out overrode the door lock, the heavy scent of interfacing hit him like a ton of bricks. The room was stagnant and humid, the sounds of the cooling fans whirring rang in his audials. Knock Out came up to Megatron's side first, a full body scan showed that Megatron would be fine, a few cubes of Energon and a good recharge was all he needed. Starscream was in better condition, but still needed recharge. Soundwave's scan proved the worst. His body was drained and needed transfusions quickly. His cooling fans struggled to keep up, causing a system wide shut down.

::I need drones now! Tell them to bring Soundwave to the medbay!:: the doctor frantically commlinked to Shockwave.

Knock Out pulled Soundwave into Megatron's wash racks, the shower head spraying cool solvent onto the unconscious officer. Solvent splashed down on their frames, Knock Out desperately trying to rouse Soundwave back online. Another scan showed Soundwave's core temperature slowly declining, at least a positive note, but the officer was still unresponsive. Megatron would kill him if he let Soundwave slip.

::I could use those drones right about now Shockwave!:: another frantic ping to the scientist with no response.

"Primus dammit Shockwave! Answer the fucking call!" Knock Out shook the officer, his helm lolling from side to side.

Laserbeak trilled about, sad, low chirping coming from him. His Master was not waking up. He perched on Knock Out's shoulder, a single tentacle extending to rub the side of his Master's helm. Knock Out rubbed the side of his helm against Laserbeak's wing, "He'll come around, he's a tough mech, you know that." trying to calm the poor thing down.

~*~*~*~*~*~*~*~*~*~*~

Shockwave came up to the vehicon ward, the two elite seekers gone from their post. Shockwave stepped inside, a few vehicons sat at their tables, still talking about Knock Out's melt down. Some seekers were in the corner, openly groping each other, their hands all over their frames and wings. Activity that made Shockwave shudder, such lewd behavior in such an open area. Disgusting. The towering scientist came up behind the vehicons that were mocking Knock Out, grabbing one by the back of the helm and pulled him from his seat.

"What the frag?!" the vehicon shouted, regaining his balance after Shockwave forced him up.

Shockwave pointed at the two vehicons staring at him. "To my lab, now." was all he said to them, turning to leave.

The seekers in the corner stopped for a nanoklik, one of them making their way to Shockwave. "And just what're ya gonna do with them?" The seeker grabbing the chain on his canon.

Shockwave turned back to the seeker, his optic burning, taking the seeker out with his canon. "That is none of your business, and I suggest you get back to your post before Lord Megatron catches wind. Another word of advice would be to _never_ come at a superior officer again. Do I make myself clear?" pointing his canon at the seeker on the ground, the bright blue charge howling to be released. The only thing the seeker could do was nod, inching his way backwards away from the blast directed at his face. Shockwave pulled his arm back, dispersing the charge, and took his leave with the two vehicons back to his lab.

~*~*~*~*~*~*~*~*~*~*~

Knock Out kept running scans of Soundwave, his core temperature still running hot. Laserbeak had left the room, most likely not wanting to be around anymore, knowing there was nothing he could do for his Master. Heavy pedefalls came from the other room with a low engine rumble following behind. Megatron came in the doorway, looking down to see Knock Out slumped on the floor, the cool solvent running down their frames, with his digits intertwined with Soundwave's. The doctor looked up to his Master with despair in his optics.

"I can't save him. I'm not good enough...." Knock Out looked back to Soundwave's limp frame, a little thankful for the solvent running down his face to hide the tears from his Lord.

"Is he still online?" was all Megatron could say, shaken in disbelief that his prized officer would go down so easily.

"For now, but if his core temperature doesn't come down soon, we'll loose him." a somber timber in his vocalizer.

Megatron didn't question his actions, he picked up Soundwave's limp frame, throwing him over his shoulder. "Let's go Knock Out. Prove to me that you're good enough to wear that Decepticon badge, prove to me that you're a capable medic. Show me that you can get past Breakdown's death. Prove to _him_ that you can do this."

Knock Out got up from the cold shower floor, stars in his optics at his Lord's rough encouragement as he followed along to his med bay.

**Notes for the Chapter:**

> Sweet baby Baphomet! Why do I give some much shit to Knock Out? This is ridiculous! I'm sorry everyone T_T
> 
> S/N:: My apologies on this being a shorter chapter, I felt like this was a good enough cliffhanger for the time being, also, sorry for the lack of sticky in this one, I'll make up for it!


	7. Phase 7

**Notes for the Chapter:**

> Holy buckets! 1500 hits?! Absolutely amazing! You guys are awesome, I can't thank you all enough!
> 
> S/N:: I apologize for the long time in between chapters, I meant to have this up before Christmas, but yeah, that didn't work out too well, hopefully I can get back up on a regular schedule!
> 
> Loves and hugs

"Should I ask questions now, or later?" the medic finally breaking the silence as he hooked up transfusion lines to Soundwave.

"You will do nothing of the sort." Megatron's vocalizer a low growl as he watched the Energon slowly drip through the lines. "How long will this take? We can't afford to have Soundwave offline."

"Depends on how badly drained he is. It shouldn't be more than a solar cycle or two." Knock Out turned to his monitors, pointing at the life sign. "Looks like he'll be back online shortly."

"Good. We can't afford any more slip-ups, since your sparkmate hasn't shown me anything with this virus he's trying to create." sneering down at the medic.

Knock Out's spark skipped a pulse. How dare Megatron say something of the sort?! "Sparkmate? You think that Shockwave and I bonded?" the poor medic's frame was starting to tremble.

"With how close you two have become? And given your brazen behavior, I wouldn't put it past you." Megatron turned back towards Soundwave, silently debating on whether or not he should stay until he wakes up.

"Shockwave and I are not, nor will ever be, sparkmates." Knock Out scowling at his Master.

"We shall see. I want to be the first to know when Soundwave comes around, that is an order." the warbird taking his leave.

Knock Out didn't say anything, his circuits becoming clouded with thoughts of Breakdown. Thoughts of Shockwave. Could they really bond? Could he replace Breakdown? The thought made his optics well up, how could he think of replacing Breakdown? No one could replace him... Right on cue, the airlocks on the medbay doors released, in stepping was the seeker with the authority complex, his sharp heels clicking on the floor.

"My dear doctor. How good to see you again." Starscream's wings fluttered, a smugness in each step.

"What now, Starscream?" rolling his optics.

"Just coming to check on poor, poor Soundwave. Apparently he couldn't handle what was expected of him." that shit-eating grin split his face, matching his pedefalls.

"You didn't prove much better, _mein Kommandeur_." Knock Out sat in his chair, steepling his talons, readying himself to play Starscream's little games. "This could have been you instead." nodding his helm over to Soundwave.

Starscream paused, looking down at Knock Out, his grin disappearing from his face. "Is that so, _doctor_?" his lip curling, his wings perking up.

Knock Out nodded, reaching for his Energon prod. "You know, I've been thinking, Starscream. Why would you tell Megatron that I was conducting medical experiments on you? Is that something deep down in your spark you want me to do? You want me to torture you? Do you want me to strip you down to nothing, seeing how far I can push your frame?" Knock Out slid his talons up and down the prod, twisting it to life. Energon crackled between the two forks, sparking with built up energy. "Would you care to indulge me, Starscream?" getting up from his chair and swiftly shocking Starscream in the side, rendering him unconscious.

~*~*~*~*~*~*~*~*~*~

Darkness. Nothing but darkness. His wings immobilized. His wrists bound above his head. On his knees, with a thick bar between his thighs. His oral cavity stretched open, oral lubricant running from the corner. The forks of the Energon prod came between his thighs, brushing against his exposed valve. A gentle humming vibration from the prod sent his calipers clenching, eager for a stronger vibration. A small jolt from the prod was sent through his valve, traveling up his spinal strut, his frame shivering. The prod was pulled away, a string of lubricant coating the fork. Another jolt to his backstrut, a little more charge behind it this time. He could hear Knock Out circling around him, the hum of the prod. Another jolt to his midsection. Each shock became harder and harder. His thigh's desperately trying to close, the jolts becoming too much on his valve. Then it all stopped. There was nothing but silence and darkness. The hum of the prod was gone, he could no longer hear Knock Out circling around him. He tried to move his helm around, only to be pulled back into place by something stuck to the sides of his helm.

"What's the matter? Don't like being hooked up to my electroconvulsive machine?" A flick of a switch. Another jolt rang through his body, his vocalizer cut with static.

Slaver was running down Starscream's outstretched orifice, his glossa becoming dry. How he wished he could at least close his mouth and speak. Only cries and shrieks of protest.

"You did tell Megatron that I was doing some rather _questionable_ things to you. I'm sure he's going to want a report now. Just doing my job, love." Another flick of the switch and Starscream's frame was jolted into stiffness. A shock of energy was thrown down his backstrut, from helm to aft then back up again. It was becoming to much. The threat of a system shutdown came with every jolt.

Knock Out came from the darkness, his Energon prod dragging across the floor with a terrible screech. "Look at this terrible mess you've made. Who's going to clean that up?" the Energon prod was pushed against the jet's valve, the tingle of excessive energy licked at his anterior node. The rough smell of waste liquid finally crept up to Starscream, his face becoming flush with the realization that between jolts of energy, his tanks spasmed and released.

"Tisk, tisk, Starscream. That's not very proper of you. Do I have to punish you for making a mess of my floor?"

Starscream could only whimper and shiver in place. If only he could close his mouth, stretch his wings, close his legs. Knock Out will definitely pay for what he has done. Megatron will be getting a thorough report of what's been happening. His innocent little lie has finally become truth, truth that well send Knock Out to the smelting pool and out of his life. A surging jolt to his valve pulled the jet from the intrusive thoughts, a static shriek tapered into a noiseless gasp.

"Answer me, Staracream. Who is going to clean up my floor? Breakdown isn't here, Primus spare his spark. I surely didn't make this disgraceful mess, so that only leaves you. The other question remains." Knock Out came up to Starscream, dragging his talons up the jet's cockpit, leaving jagged scratches along the way. Starscream stiffened his chassis, Knock Out's talons creeping up his neck cables to his helm. "How should I punish you? _Mein Kommandeur...._ " he purred, grasping the sticky pads on the side of Starscream's helm. "This might hurt dear...."

~*~*~*~*~*~*~*~*~

Shockwave's helm fins perked up, an unnerving feeling coiled in his tanks. Shaking the feeling, Shockwave turned back to his subjects. Finally sedated, the two vehicons were laid up against the wall, unknowing of the horrors that await them when they came to. Enough time to fetch Knock Out as back up help in case the virus took a turn for the worst. The possibility was there, slim chance as it was, but still enough for concern. Shockwave commed for Knock Out, only to be greeted by static. A harsh vent of pressure left his frame, the medic was either in recharge, or strutting about the ship looking for his next berthmate. A new berthmate was the most logical path Knock Out would follow. The drones would be fine for the time being. With a course of action in mind, Shockwave left his lab, heading straight for the medbay, the most logical place he could be.

How had he gotten himself in this situation? This situation involving Knock Out, requiring... no, _needing_ the medic to be there with him to help with the virus. How had this all happened? Why did he feel his tanks coil in the medic's absence? This sinking feeling in the pit of his core. Illogical. The whole situation was wrong. Shockwave didn't need anyone. Needing the company of other's only got in the way of important research. Furthering his studies. All of his progress that he has made. Nothing would have gotten done with a companion to take up his time. And yet, there was that feeling in his core again. That sinking, disgusting feeling of Knock Out not being there. There were plenty of reasons on why most of the ship enjoyed Knock Out's presence, he was intelligent, had a streak of high class, brilliant color scheme, he was a pleasant creature to be around. He was a hard mech to ignore; unlike himself. Keeping to himself, never intrusive, a dark color scheme, nothing flashy. Shockwave was easy to ignore, to be forgotten about. Was that what bothered him so much? Shockwave had all the power he could want, aside from being Lord Megatron's right hand. Shockwave was feared. Autobots and Decepticons alike coward at the mere mention of his name. But what is fear without recognition? No one had come up to him to start a conversation, albeit small talk not being his forte, the lack of any respect or acknowledgement was enough to send his spark plummeting. Could that possibly be why he needed Knock Out? Someone as outgoing and outlandish as the medic was. Someone to breath a little warmth into his spark.

Shockwave wondered aimlessly throughout the ship's hallways, getting lost in deep thought; trying to rationalize exactly why he wanted Knock Out to be with him. Miraculously, he made it to the medbay, the airlocks on the doors giving off a long hiss. A shrill shout rang in his audials, his helm fins pinned back with a wince. Loud clanging came from behind another door, a room Shockwave had no idea existed. The lock on the door was simple enough to figure out, Breakdown's creation date, and the door released with a hiss. The stagnant smell of waste fluid and lubricant hit him hard, then the sight of Knock Out stepping on Starscream's backstrut soon followed.

"Do it Starscream! Clean it all up, I want every last drop gone." Knock Out stepping harder on the seeker's backstrut.

Shockwave stalled for a moment, finally collecting his thoughts, hurriedly stepping to Knock Out. "Stand down Knock Out! What do you think you're doing?" Shockwave scooped up the medic, pulling him off Starscream. The jet slumped to his belly, pulling in ragged breaths down his intake. Knock Out's optics widened, scratching at Shockwave's arm. "Let me go! He deserves this!" the medic flailing and kicking at the ground.

Shockwave's grip around the medic tightened, holding him close to his frame. "Starscream has done nothing wrong as of late. You need to cease this behavior." 

"He threw Breakdown to the humans! He helped them! He knew they would take Breakdown! He deserves this!" Knock Out flailed harder, scratching and kicking at Shockwave. Though Shockwave did not know the whole story, he knew briefly of Starscream's treason with the humans, only to have them take his t-cog for Breakdown's frame. Whether Starscream had handed over Breakdown was unknown to him.

"You're coming with me Knock Out. Enough of this irrational behavior. If you do not come with me quietly, I will call in Lord Megatron to take care of you." as much as he didn't want to threaten with his Lord stepping in, it was a necessary course of action. Knock Out finally quit resisting, instead only to latch his talons deep into Shockwave's arm plating. The towering scientist loosened his grip on Knock Out, his talons still deep in the dark purple plating. Shockwave commed for some vehicons to come clean up Starscream as he took the angry medic back to his lab. Half way back, another fit of rage flew through the medic. Heated Energon flew through his lines, boiling in his spark chamber. Knock Out kicked and scratched at Shockwave once again, dragging his talons along his canon, leaving jagged lines of stripped paint.

"Knock Out, if you do not stop this behavior, I will be forced to leave you in Lord Megatron's care. I know you do not want that." Shockwave struggled to keep the cherry grounder pinned against his frame.

"Put me down! Let me go Breakdown!-" 

Shockwave stalled for a moment, almost dropping Knock Out in the process, his optic burning into the medic's widened optics. He gently set Knock Out down on his pedes, his optic not leaving the contact. "Come with me Knock Out, there are things we need to discuss."

~*~*~*~*~*~*~*~

A thunderous rumble rattled the warlord's chassis. He paced back and forth through his room, his servos behind his back. Soundwave watched silently from his corner in his Master's berthroom. Megatron finally stopped his pacing, running his hand over the side of his helm, harsh pressure venting from his frame. 

"Tell me Soundwave, what would the most effective course of action be, concerning my two love-sick mech?" the warbird shuddering at the thought.

"//-love//Sick//" Soundwave mimiced the vehicons, puzzled by his Master's choice of words.

"Have you not been watching those two? Practically hanging off each other. Distracting each other. I want them apart Soundwave. They are not to be in close proximity to one another. The only positive thing my CMO has done so far is get you back online. Shockwave on the the other hand, has done nothing but distract himself. They're not to be together anymore, is that understood? I want them under survilence."

Soundwave nodded in understanding, turning to take his leave from his Master's personal quarters. His Master caught the edge of his long arm, stopping him from leaving.

"Free me from this burden Soundwave, make me forget about this debaucle that is rampaging through my ship."

Soundwave nodded to his Lord, turning to face him. "Megatron.... wants this....?" mentioning over his slender frame, his vocalizer full of static, with a hint of lust behind it.

"You treat me well, Soundwave." the warbird's engine purred, cocking a sly smile. He dipped his sharp claws into the slender mech's interface panels, teasing the seams and cables. Soundwave's engine purred, static starting to dance around the edges of his visor. The lithe officer's panels slid away, exposing his already slick valve for his Master. Megatron slipped two digits into the waiting valve, pushing against a cluster of nodes, sending Soundwave's helm back. Megatron put his free hand gently around Soundwave's throat, giving a slight squeeze. Static filled his visor, lubricant dripping more freely from his valve. The warlord's panels slid away, dripping as his calipers constricted, waiting to be filled.

Megatron came close to Soundwave's helm, purring in his audial, "I need you inside me, Soundwave. Fill your Master up."

The officer shuddered at the rare opportunity to spike his Lord, his cooling fans clicking on was answer enough for Megatron, a smug grin on his face as he stepped away and settled himself on his berth. Soundwave quickly followed, not wanting to let this long awaited opportunity to slip away from him. Soundwave stepped in front of his Lord, extending out a tentacle, worming it's way towards Megatron's valve. 

The warlord growled, grabbing onto the tentacle, stopping it from burrowing into his valve. "No, Soundwave, I do not want this." almost snarling as he tightened his grip around the appendage.

"//Not-//-big enough-//For-//-Megatron-//" Soundwave cocked his helm, knowing his slender spike wasn't enough to fill up his Master.

"I don't care, just do it Soundwave, that is an order." Megatron let go of his tentacle, and pulled it back into his frame.

Nodding at his Lord, Soundwave pushed him down on his back as his spike pressurized from it's housing. Gently stoking his spike, Soundwave skittered his digits over Megatron's valve, playing with his clit node. Gently rubbing circles around it, Megatron's chest heaved with heavy breaths down his intake, his engine purring more audibly. Circling around a particularly sensitive cluster, his hips bucked up, and began rutting against Soundwave's digits. Soundwave pulled back, only ghosting his digits over his Master's node. Growling and rutting harder, his valve dripped even more with the horrible teasing. Oh how Soundwave loved to see his Master like this. It wasn't often, but when it did flare up, Megatron tried his damnedest to be in control, but always failed. Watching him become almost insatiable, as if his heat cycle had started. Even then, Megatron was too proud a mech to show his subordinates how weak and needy he was. And Soundwave loved every bit of it. He teased at his Master's node one last time before sinking his spike into him. Megatron lurched forward, his optics wide as Soundwave paused inside him, feeling his calipers clench around him. The first push was always the hardest, but always the sweetest. Soundwave knew Megatron thought the same way. Feeling the first initial break, calipers singing as they finally had something to close around. The first drawback. The feeling of Soundwave's spike plating gently pulling on his valve mesh. Soundwave reached one arm around Megatron's shoulder, grabbing on the back of his Master's helm as his other arm wrapped underneath Megatron's leg, pulling it up slightly to get a deeper angle.

The officer pushed back inside, setting himself deeper inside Megatron's warm valve. Slowly pulling and pushing himself in and out of his Master, savoring every sensation. Megatron growled at his officer, demanding he go faster and harder. Soundwave was having none of that. He was in charge this time. 

"A... distraction... for you... Lord Megatron...." his vocalizer full of static, a faint pant in his voice.

Megatron looked up to him and growled, finally accepting what Soundwave was doing to him. His optics faded, focusing on the long drags from his officer, a slow and deep in and out with his spike. Soundwave let go of his Master's helm, letting him fall back onto the berth as he pulled Megatron's leg up closer to his chest, and setting a knee and free hand on the berth, granting him an almost deeper push into Megatron's valve. The tip of his spike bumping into his Master's ceiling node with every deep thrust. He watched Megatron's face, his optics, his heavy breathing, loving every second of it. Megatron's optics began to fizzle with static, his calipers clenching tighter around his slender spike. Soundwave paused, slowly dragging his spike out, the head barely inside. Abandoning his slow and steady pace, Soundwave slammed his hips hard into Megatron. Optics wide, accompanied with a noiseless gasp as Soundwave bucked his hips, pounding the head of his spike into his Lord's ceiling node. 

The warbird's frame seized up, optics full of static as his overload took over. Megatron gripped at Soundwave's arm, digging the tips of his claws into the plating, leaving deep gouges. His calipers cycled down tightly around Soundwave's spike, refusing to let it go anywhere. Soundwave pulled back, slamming one last time into Megatron, spilling his thick cum into the spasming valve. Their cooling fans running high, the officer stood himself up, his spike throbbing with one last drip of cum, stringing onto the floor. Megatron stayed on the berth, stretching out his stiff leg before sitting up to address his most loyal officer.

"Well done Soundwave, now, about my two rogue officers."

~*~*~*~*~*~*~*~*~*~

Starscream cursed about in his quarters. Pacing back and forth around, stopping to briefly look out the window, Starscream huffed and finally made the decision to say something about Knock Out's increasingly horrible behavior. A delicate subject no less, but something that needed to be addressed. Surely Megatron was aware of how Knock Out's attitude had declined in the past cycles, almost to the point of redefining the phrase 'mad doctor'. The medic had to be hiding something. Ever since being paired up with that insufferable Shockwave, Knock Out had become even more so unpredictable with his actions. Starscream shuddered at the thought of his abuse in the medbay, how degrading it was. By default, and default alone, he was grateful that Shockwave had stepped in when he did. If Knock Out had continued his abuse towards him, there was the possibility of him fully going over the edge and offlining the seeker. Another hard shudder ran down Starscream's backstrut at the thought of being terminated by a _grounder_. 

With his processor in order, Starscream huffed, and sent a private comm to his _Lord Megatron_.

**Notes for the Chapter:**

> Come say hi to me on [Tumblr!](http://decepticonalphastryke.tumblr.com/)


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